THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Samsonite Corporation (SAMC.OB)

9/15/2005 8K Information

Mr. Schwartz is a Vice President in the private equity group of Ares Management.

5/17/2005 Proxy Information

Pursuant to the terms of the Stockholders Agreement, dated July 31, 2003 (the "Stockholders Agreement"), by and among the Company, ACOF Management, L.P., Bain Capital (Europe) LLC, Ontario Teachers Pension Plan Board (collectively, the "Equity Sponsors") and Ares Leveraged Investment Fund, L.P., the Equity Sponsors have agreed to take all actions in their power to elect the eight nominees selected by the Equity Sponsors and the remaining one nominee selected by our Company's Chief Executive Officer ("CEO"). The Equity Sponsors, together with their affiliates, currently control approximately 82% of the voting power of the Company. Messrs. Lynton, Philippin, Grimaldi, Ressler, Sienna, Triggs, Warner and Wilcox have been selected and nominated by our Equity Sponsors.

Equity Sponsors' Stockholders Agreement

The Equity Sponsors may be deemed to have acquired control of the Company. Together with their affiliates, the Equity Sponsors currently hold approximately 89.8% of our Preferred Stock, and, together with shares of our Common Stock held by them, control approximately 81.9% of the voting power of the Company.

The Company is a party to the aforementioned Stockholders Agreement, dated July 31, 2003, with the Equity Sponsors and an affiliate of Ares, relating to the ownership rights and corporate governance of the Company. Pursuant to the terms of the Stockholders Agreement, the Equity Sponsors have agreed to take all actions in their power to elect nominees selected by the Equity Sponsors and our CEO to our Board of Directors and our CEO in the future, as more fully described the Stockholders Agreement. In the event that the Equity Sponsors take all such actions, eight of the nine members of our Board of Directors will be nominees of the Equity Sponsors. In addition, our ability to take certain actions, including amending our charter, commencing bankruptcy proceedings and taking certain corporate actions (including debt incurrences, stock issuances, asset sales and the like), is subject to the written consent of either all or two-thirds (depending on the action) of the Equity Sponsors so long as the Equity Sponsors collectively continue to hold 25% of our outstanding voting stock. Accordingly, for the foreseeable future, the Equity Sponsors will exercise significant influence over our Board of Directors and business and operations. At any time after July 31, 2008, subject to certain limitations, two of the Equity Sponsors acting jointly, and after July 31, 2009, each of the Equity Sponsors, will have the right to cause the sale of the Company, but our obligations to pursue such a sale will be subject to the Board of Directors' ability to discharge properly its fiduciary duties.

In addition, we agreed in the Stockholders Agreement to grant the Equity Sponsors registration rights and preemptive rights. The Stockholders Agreement also contains tag-along rights, which allow the Equity Sponsors to force a stockholder which is a party to the Stockholders Agreement and which proposes to sell shares of stock, to include shares held by the Equity Sponsors in such proposed sale, and drag-along rights, which allow the Equity Sponsors to force the other stockholders which are parties to the Stockholders Agreement to sell their shares of stock if the Equity Sponsors are selling their stock.

Equity Sponsor Advisory Agreements

We are a party to advisory agreements with affiliates of ACOF Management, L.P., Bain Capital (Europe) LLC and Ontario Teachers' Pension Plan Board as advisors. Under the terms of these advisory agreements, we have agreed to pay each advisor an annual advisory fee of $500,000 plus reasonable out-of-pocket expenses. These agreements are for a term of five years beginning July 31, 2003, but each agreement will terminate earlier as to any advisor if the advisor under such agreement and its affiliates no longer hold at least 33% of the amount of our capital stock owned by them as of July 31, 2003.

Management Investment and Executive Stockholders Agreement

The Company entered into an Executive Stockholders Agreement, dated as of September 25, 2003 (the "Executive Stockholders Agreement"), with the Equity Sponsors and certain executive officers who at the time purchased Preferred Stock, including Messrs. Wiley, Korbas, Matton and Fremder. The Executive Stockholders Agreement applies to the Preferred Stock held by each executive investor, as well as Common Stock issuable upon conversion of the Preferred Stock and Common Stock issuable upon the exercise of options granted to each executive investor (collectively, the "Executive Securities").

Under the terms of the Executive Stockholders Agreement, each executive investor has agreed to vote all of such executive investor's Executive Securities and to take all other necessary or desirable actions such that the Executive Securities will be voted in the same manner as the securities held by the Equity Sponsors. In addition, the Executive Stockholders Agreement restricts the executive investors' ability to transfer their Executive Securities for a period of ten years without the consent of the Equity Sponsors, subject to certain exceptions. The Executive Stockholders Agreement also contains tag-along rights, which allow the Equity Sponsors to force an executive investor which proposes to sell shares of Executive Securities, to include shares held by the Equity Sponsors in such proposed sale, and drag-along rights, which allow the Equity Sponsors to force the executive investors to sell their Executive Securities if, under certain circumstances, the Equity Sponsors sell their shares of Preferred Stock.

The Executive Stockholders Agreement also permits the Equity Sponsors, or any third party designated by the Equity Sponsors, to purchase Executive Securities from an executive investor in the event the executive investor is no longer employed by the Company or any of its subsidiaries. In the event of the executive investor's death, termination without cause, resignation with good reason or retirement, during the 30-day period beginning three years after such event, the executive investor may require the Company to repurchase the executive investor's Executive Securities at fair market value. In addition, the Company granted the executive investors certain piggyback registration rights in the event the Company proposes to register, whether or not for its own account, any shares of Common Stock or other equity interests in a public offering of such securities for cash, subject to certain limitations. In the event that the Company proposes to file certain registration statements, the Company will promptly give the executive investors written notice of such registration and will include in the registration statement all of the Executive Securities that each executive investor has requested in writing to be registered, subject to certain exceptions.

In connection with Mr. Bottoli's employment by the Company, the Company entered into a Chief Executive Officer Stockholders Agreement, dated as of March 2, 2004, with the Equity Sponsors, Mr. Bottoli, Stonebridge Development Limited and the Trust, which includes terms substantially identical to the Executive Stockholders Agreement with respect to the Preferred Stock held by Mr. Bottoli, Stonebridge Development Limited or the Trust, as well as Common Stock issuable upon conversion of the Preferred Stock and Common Stock issuable upon the exercise of options granted to any of Mr. Bottoli, Stonebridge Development Limited or the Trust.

Ramesh Tainwala

Samsonite Southeast Asia Pvt. Ltd. ("Samsonite Southeast Asia") is a joint venture that conducts Samsonite's manufacturing and sales activities in India. Sixty percent of the equity of Samsonite Southeast Asia is beneficially held by Samsonite, and the remaining forty percent is held by Dr. Ramesh Tainwala, Chief Operating Officer of Samsonite Southeast Asia, by members of his family or by companies with which he is affiliated (with Dr. Tainwala, collectively, the "Tainwala Associates"). During fiscal year 2005, Samsonite Southeast Asia paid dividends of US$366,126 to the Tainwala Associates. During fiscal year 2005, Samsonite Southeast Asia purchased US$485,021 of plastic sheets and components from a corporation (the "Chemicals & Plastics Company") which is 44% owned by Dr. Tainwala and members of his family. The purchase price was determined by the Chemicals & Plastics Company at its cost plus 15%, and is believed to be at market rates. During fiscal year 2005, Samsonite Southeast Asia sold to the Chemicals & Plastics Company US$149,902 of manufacturing materials used for making plastic sheets (the "Manufacturing Materials"). Samsonite Southeast Asia sold the Manufacturing Materials to the Chemical & Plastics Company at its cost. The purchase price was determined by Samsonite Southeast Asia, and is believed to be at market rates. During fiscal year 2005, Samsonite Southeast Asia paid to companies owned by Dr. Tainwala and his family US$82,569 for rent or office space occupied by Samsonite Southeast Asia. The rent is believed to be at market rates for comparable properties.

No Indebtedness from Directors or Executive Officers

There was no outstanding indebtedness to the Company or its subsidiaries from any of our directors or executive officers during fiscal year 2005.

INTEREST OF CERTAIN PERSONS

Messrs. Bottoli, Wiley and Korbas may be deemed to have a substantial interest in the amendment of the 1999 Plan to expand the types of stock-based awards available under the 1999 Plan to include "Other Stock-Based Awards," pursuant to which, among other things, the Deferred Compensation Awards were issued. Our Board of Directors was aware of this interest and considered such, among other things, in deciding to approve the amendments to the 1999 Plan. For a more detailed description of the proposed amendments, please see Proposal 2, "Approval of Amendments to Our 1999 Stock Option and Incentive Award Plan."

OTHER MATTERS

The Board knows of no other business which will be presented at the Annual Meeting. If other matters properly come before the Annual Meeting, the persons named as proxy holders will vote on them in accordance with their best judgment.

The costs of this solicitation of proxies will be borne by the Company. In addition to the use of the mails, some of the officers or agents of the Company may solicit proxies by telephone, the Internet, facsimile or in person. The Company will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of Common Stock and Preferred Stock held of record by such persons and may verify the accuracy of marked proxies by contacting record and beneficial owners of the Common Stock and Preferred Stock. The Company will reimburse such persons for their reasonable expenses incurred in forwarding such soliciting materials.

5/11/2004 Proxy Information

Anthony P. Ressler is the Managing Member of Ares Management LLC (together with its affiliates, "Ares") and serves as an Investment Committee member on all Ares Funds. Ares Partners Management Company, LLC holds 30.61% of Samsonite Corporation's shares.

Lee Sienna has been Vice President of the private equity group of Ontario Teachers' Pension Plan Board since 2002. Ontario Teachers' Pension Plan Board is a dominant-shareholder of Samsonite Corporation, holding 27.54%.

Recapitalization and Equity Sponsors' Stockholders Agreement

On July 31, 2003, the Company completed a series of transactions to improve our capital structure by eliminating mandatorily redeemable preferred stock and reducing debt levels (the "Recapitalization"). The Recapitalization consisted, in part, of the sale to the Equity Sponsors, at par, for cash, of 106,000 shares of a new series of convertible preferred stock with an initial dividend rate of 8% and a liquidation preference of $106.0 million. Further information relating to the Recapitalization is contained in the Current Report on Form 8-K filed with the Commission on May 1, 2003 and incorporated herein by reference.

The Equity Sponsors may be deemed to have acquired control of the Company. Together with their affiliates, the Equity Sponsors currently hold approximately 85.7% of our Preferred Stock, and, together with shares of our Common Stock held by them, control approximately 69% of the voting power of the Company. The Equity Sponsors invested a total of $106 million as part of the Recapitalization and more than $30 million in subsequent open market transactions.

Concurrently with the closing of the Recapitalization, the Company entered into the aforementioned Stockholders Agreement, dated July 31, 2003, with the Equity Sponsors and an affiliate of Ares relating to the ownership rights and corporate governance of the Company following the Recapitalization. Pursuant to the terms of the Stockholders Agreement, the Equity Sponsors have agreed to take all actions in their power to elect nominees selected by the Equity Sponsors and our CEO to our Board of Directors and our CEO in the future, as more fully described the Stockholders Agreement. In the event that the Equity Sponsors take all such actions, eight of the nine members of our Board of Directors will be nominees of the Equity Sponsors. In addition, our ability to take certain actions, including amending our charter, commencing bankruptcy proceedings and taking certain corporate actions (including debt incurrences, stock issuances, asset sales and the like), is subject to the written consent of either all or two-thirds (depending on the action) of the Equity Sponsors so long as the Equity Sponsors collectively continue to hold 25% of our outstanding voting stock. Accordingly, for the foreseeable future, the Equity Sponsors will exercise significant influence over our Board of Directors and business and operations. At any time after the fifth anniversary of the closing of the Recapitalization, subject to certain limitations, two of the Equity Sponsors acting jointly, and after the sixth anniversary of the closing, each of the Equity Sponsors, will have the right to cause the sale of the Company, but our obligations to pursue such a sale will be subject to the Board of Directors' ability to discharge properly its fiduciary duties.

In addition, we agreed in the Stockholders Agreement to grant the Equity Sponsors registration rights and preemptive rights. The Stockholders Agreement also contains tag-along rights, which allow the Equity Sponsors to force a stockholder which is a party to the Stockholders Agreement and which proposes to sell shares of stock, to include shares held by the Equity Sponsors in such proposed sale, and drag-along rights, which allow the Equity Sponsors to force the other stockholders which are parties to the Stockholders Agreement to sell their shares of stock if the Equity Sponsors are selling their stock.

Equity Sponsor Advisory Agreements

We are a party to advisory agreements with affiliates of ACOF Management, L.P., Bain Capital (Europe) LLC and Ontario Teachers' Pension Plan Board as advisors. Under the terms of these advisory agreements, we have agreed to pay each advisor an annual advisory fee of $500,000 plus reasonable out-of-pocket expenses. These agreements are for a term of five years beginning July 31, 2003, but each agreement will terminate earlier as to any advisor if the advisor under such agreement and its affiliates no longer hold at least 33% of our capital stock owned by them as of July 31, 2003. Mr. Grimaldi has served as a Managing Director of Bain Capital, Ltd. (based in London) since 2002.

Management Investment and Executive Stockholders Agreement

On April 29, 2003, the Board of Directors authorized management bonuses that required the Company to pay cash bonuses to certain executive officers including Messrs. Van Nevel, Wiley, Sandler, Matton and Fremder and other key employees, on the earlier of (i) July 31, 2004 or (ii) the date the Recapitalization occurred (but only if the named recipients of the cash bonuses made an investment in the Company that was acceptable to the Equity Sponsors). Following the Recapitalization, in September 2003, these executive investors purchased an aggregate of 2,313 shares of Preferred Stock from one of our preferred stockholders for an aggregate purchase price of approximately $2.3 million (the "Management Investment").

Concurrently with the closing of the Management Investment, the Company entered into an Executive Stockholders Agreement, dated as of September 25, 2003 (the "Executive Stockholders Agreement"), with the Equity Sponsors and the executive investors. The Executive Stockholders Agreement applies to the Preferred Stock held by each executive investor, as well as Common Stock issuable upon conversion of the Preferred Stock and Common Stock issuable upon the exercise of options granted to each executive investor (collectively, the "Executive Securities").

Under the terms of the Executive Stockholders Agreement, each executive investor has agreed to vote all of such executive investor's Executive Securities and to take all other necessary or desirable actions such that the Executive Securities will be voted in the same manner as the securities held by the Equity Sponsors. In addition, the Executive Stockholders Agreement restricts the executive investors' ability to transfer their Executive Securities for a period of ten years without the consent of the Equity Sponsors, subject to certain exceptions. The Executive Stockholders Agreement also contains tag-along rights, which allow the Equity Sponsors to force an executive investor which proposes to sell shares of Executive Securities, to include shares held by the Equity Sponsors in such proposed sale, and drag-along rights, which allow the Equity Sponsors to force the executive investors to sell their Executive Securities if, under certain circumstances, the Equity Sponsors sell their shares of Preferred Stock.

The Executive Stockholders Agreement also permits the Equity Sponsors, or any third party designated by the Equity Sponsors, to purchase Executive Securities from an executive investor in the event the executive investor is no longer employed by the Company or any of its subsidiaries. In the event of the executive investor's death, termination without cause, resignation with good reason or retirement, during the 30-day period beginning three years after such event, the executive investor may require the Company to repurchase the executive investor's Executive Securities at fair market value. In addition, the Company granted the executive investors certain piggyback registration rights in the event the Company proposes to register, whether or not for its own account, any shares of Common Stock or other equity interests in a public offering of such securities for cash, subject to certain limitations. In the event that the Company proposes to file certain registration statements, the Company will promptly give the executive investors written notice of such registration and will include in the registration statement all of the Executive Securities that each executive investor has requested in writing to be registered, subject to certain exceptions.

In connection with Mr. Bottoli's employment by the Company, the Company entered into a Chief Executive Officer Stockholders Agreement, dated as of March 5, 2004, with the Equity Sponsors, Mr. Bottoli, Stonebridge Development Limited and The Bottoli Trust, which includes terms substantially identical to the Executive Stockholders Agreement with respect to the Preferred Stock held by Mr. Bottoli, Stonebridge Development Limited or The Bottoli Trust, as well as Common Stock issuable upon conversion of the Preferred Stock and Common Stock issuable upon the exercise of options granted to any of Mr. Bottoli, Stonebridge Development Limited or The Bottoli Trust.

No Indebtedness from Directors or Executive Officers

There was no outstanding indebtedness to the Company or its subsidiaries from any of our directors or executive officers during fiscal year 2004.